Contract
Exhibit
10.6
THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR
UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
PROMISSORY
NOTE
Note Series:
2017C
Date of
Note: January 17,
2018
Principal Amount of
Note: $1,500,000
For
value received AUTOLOTTO, INC., a Delaware corporation (the
“Company”),
promises to pay to the undersigned holder or such party’s
assigns (the “Holder”) the
following:
(a)
The principal
amount set forth above), and:
(i) Simple interest on
the principal amount at the rate of 1% (One Percent) per annum.
Interest shall commence on the date hereof and shall continue on
the outstanding principal amount until paid in full or converted.
Interest shall be computed on the basis of a year of 365 days for
the actual number of days elapsed.
All
unpaid principal payments and interest payments shall be due and
payable, upon the first occurrence of any of the following events
(“Qualified
Financing”):
(i) The first closing
by the Company, or any of its wholly-owned subsidiaries, of an
Initial Coin Offering (the “ICO”) that
results in net proceeds to the Company, or its wholly-owned
subsidiaries, in an amount which is no less than Twenty Million
Dollars ($20,000,000); or
(ii) the
Company's issuance and sale of shares of its equity securities
(“Equity
Securities”) to investors (the “Investors”),
(excluding the conversion and/or issuance of any note, or other
convertible securities issued for capital raising purposes
(e.g., Simple Agreements
for Future Equity)), in an amount which is no less than Twenty
Million Dollars ($20,000,000) (the “Series B
Financing”)
In the
event that a Qualified Financing does not take place, the unpaid
principal and interest payments shall convert to Equity Securities
as indicated in Section 2 below.
The
date of the first occurrence of any of the following will
constitute the maturity date: 1) Qualified Financing, or 2)
Conversion Date (“Maturity
Date”).
1.
BASIC TERMS.
(a) Payments.
All payments of principal and interest shall be in lawful money of
the United States of America and shall be made pro rata among all
Holders of Note Series 2017C. All payments shall be applied first
to principal, and thereafter to interest.
(b) Prepayment.
The Company may not prepay this Note prior to the Maturity Date
without the consent of the Holder.
2.
CONVERSION AND
REPAYMENT.
(a) Conversion.
In the event that the Company does not complete a Qualified
Financing, then the outstanding principal amount of this Note and
any unpaid accrued interest shall automatically convert in whole
without any further action by the Holder into Equity Securities on
the Second (2nd) Anniversary of the execution of this Note (the
“Conversion
Date”), at a conversion price equal to the quotient
resulting from dividing Two Hundred Fifty Million Dollars
($250,000,000) by the number of outstanding shares of common stock
of the Company immediately prior to the Conversion Date (assuming
conversion of all preferred classes of shares and of all securities
convertible into common stock and exercise of all outstanding
options and warrants, but excluding the shares of equity securities
of the Company issuable upon the conversion of the Notes of Note
Series 2017C).
(b) Change
of Control. If the Company consummates a Change of Control
(as defined below) while this Note remains outstanding, the Company
shall repay the Holder in cash in an amount equal to the
outstanding principal amount of this Note plus any unpaid accrued
interest on the original principal. For purposes of this Note, a
“Change
of Control” means (i) a consolidation or merger of the
Company with or into any other corporation or other entity or
person, or any other corporate reorganization, other than any such
consolidation, merger or reorganization in which the shares of
capital stock of the Company immediately prior to such
consolidation, merger or reorganization continue to represent a
majority of the voting power of the surviving entity immediately
after such consolidation, merger or reorganization; (ii) any
transaction or series of related transactions to which the Company
is a party in which in excess of 50% of the Company’s voting
power is transferred; or (iii) the sale or transfer of all or
substantially all of the Company’s assets, or the exclusive
license of all or substantially all of the Company’s material
intellectual property; provided that a Change of Control shall not
include any transaction or series of transactions principally for
bona fide equity financing purposes in which cash is received by
the Company or any successor, indebtedness of the Company is
cancelled or converted or a combination thereof. The Company shall
give the Holder notice of a Change of Control not less than
ten
(10)
days prior to the anticipated date of consummation of the Change of
Control. Any repayment pursuant to this paragraph in connection
with a Change of Control shall be subject to any required tax
withholdings, and may be made by the Company (or any party to such
Change of Control or its agent) following the Change of Control in
connection with payment procedures established in connection with
such Change of Control.
(c) Procedure
for Conversion. In connection with any conversion of this
Note into capital stock, the Holder shall surrender this Note to
the Company and deliver to the Company any documentation reasonably
required by the Company (including, in the case of a Qualified
Financing, all financing documents executed by the Investors in
connection with such Qualified Financing). The
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2.
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Company
shall not be required to issue or deliver the capital stock into
which this Note may convert until the Holder has surrendered this
Note to the Company and delivered to the Company any such
documentation. Upon the conversion of this Note into capital stock
pursuant to the terms hereof, in lieu of any fractional shares to
which the Holder would otherwise be entitled, the Company shall pay
the Holder cash equal to such fraction multiplied by the price at
which this Note converts.
(d) Interest
Accrual. If a Change of Control or Qualified Financing is
consummated, all interest on this Note shall be deemed to have
stopped accruing as of a date selected by the Company that is up to
ten (10) days prior to the signing of the definitive agreement for
the Change of Control or Qualified Financing.
3.
REPRESENTATIONS AND
WARRANTIES.
(a) Representations
and Warranties of the Company. The Company hereby represents
and warrants to the Holder as of the date the first Note was issued
as follows:
(i) Organization,
Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Company has the
requisite corporate power to own and operate its properties and
assets and to carry on its business as now conducted and as
proposed to be conducted. The Company is duly qualified and is
authorized to do business and is in good standing as a foreign
corporation in all jurisdictions in which the nature of its
activities and of its properties (both owned and leased) makes such
qualification necessary, except for those jurisdictions in which
failure to do so would not have a material adverse effect on the
Company or its business (a “Material Adverse
Effect”).
(ii) Corporate
Power. The Company has all requisite corporate power to
issue this Note and to carry out and perform its obligations under
this Note. The Company’s Board of Directors (the
“Board”) has
approved the issuance of this Note based upon a reasonable belief
that the issuance of this Note is appropriate for the Company after
reasonable inquiry concerning the Company’s financing
objectives and financial situation.
(iii) Authorization.
The requisite corporate resolutions necessary for the issuance and
delivery of this Note have been executed. This Note constitutes a
valid and binding obligation of the Company enforceable in
accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency, the relief of debtors and, with
respect to rights to indemnity, subject to federal and state
securities laws. Any securities issued upon conversion of this Note
(the “Conversion
Securities”), when issued in compliance with the
provisions of this Note, will be validly issued, fully paid,
nonassessable, free of any liens or encumbrances and issued in
compliance with all applicable federal and securities
laws.
(iv) Personal
Guarantee. The undersigned corporate officers, by affixing
their signatures below, do hereby agree to assume personal
responsibility to Holder in the event of default (as defined in
Section 5 below) or noncompliance by the Company. The
responsibility of the individual guarantors shall accrue for all
obligations due to Holder under this Note and the applicable
laws.
(v) Governmental
Consents. To the best of its knowledge, the Company has
obtained all consents, approvals, orders or authorizations of, or
registrations, qualifications, designations, declarations or
filings with, any governmental authority which may be required on
the part of the Company in connection with issuance of this
Note.
(vi) Compliance
with Laws. To the best of its knowledge, the Company is not
in violation of any applicable statute, rule, regulation, order or
restriction of any domestic or foreign
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government or any
instrumentality or agency thereof in respect of the conduct of its
business or the ownership of its properties, which violation of
which would have a Material Adverse Effect.
(vii) Compliance
with Other Instruments. The Company is not in violation or
default of any term of its certificate of incorporation or bylaws,
or of any provision of any mortgage, indenture or contract to which
it is a party and by which it is bound or of any judgment, decree,
order or writ, other than such violation(s) that would not have a
Material Adverse Effect.
(viii) No
“Bad Actor” Disqualification. The Company has
exercised reasonable care to determine whether any Company Covered
Person (as defined below) is subject to any of the “bad
actor” disqualifications described in Rule 506(d)(1)(i)
through (viii), as modified by Rules 506(d)(2) and (d)(3), under
the Act (“Disqualification
Events”). To the Company’s knowledge, no Company
Covered Person is subject to a Disqualification Event. The Company
has complied, to the extent required, with any disclosure
obligations under Rule 506(e) under the Act. For purposes of this
Note, “Company Covered
Persons” are those persons specified in Rule 506(d)(1)
under the Act; provided, however, that Company Covered Persons do
not include (a) any Holder, or (b) any person or entity that is
deemed to be an affiliated issuer of the Company solely as a result
of the relationship between the Company and any
Holder.
(ix) Offering.
Assuming the accuracy of the representations and warranties of the
Holder contained in subsection (b) below, the offer, issue and sale
of this Note and the Conversion Securities (collectively, the
“Securities”)
are and will be exempt from the registration and prospectus
delivery requirements of the Act, and have been registered or
qualified (or are exempt from registration and qualification) under
the registration, permit or qualification requirements of all
applicable state securities laws.
(x) Use
of Proceeds. The Company shall use the proceeds of this Note
solely for the operations of its business, and not for any
personal, family or household purpose.
(b) Representations
and Warranties of the Holder. The Holder hereby represents
and warrants to the Company as of the date hereof as
follows:
(i) Purchase
for Own Account. The Holder is acquiring the Securities
solely for the Holder’s own account and beneficial interest
for investment and not for sale or with a view to distribution of
the Securities or any part thereof, has no present intention of
selling (in connection with a distribution or otherwise), granting
any participation in, or otherwise distributing the same, and does
not presently have reason to anticipate a change in such
intention.
(ii) Information
and Sophistication. Without lessening or obviating the
representations and warranties of the Company set forth in
subsection (a) above, the Holder hereby: (A) acknowledges that the
Holder has received all the information the Holder has requested
from the Company and the Holder considers necessary or appropriate
for deciding whether to acquire the Securities, (B) represents that
the Holder has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the
offering of the Securities and to obtain any additional information
necessary to verify the accuracy of the information given the
Holder and (C) further represents that the Holder has such
knowledge and experience in financial and business matters that the
Holder is capable of evaluating the merits and risk of this
investment.
(iii) Ability
to Bear Economic Risk. The Holder acknowledges that
investment in the Securities involves a high degree of risk, and
represents that the Holder is able, without
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materially
impairing the Holder’s financial condition, to hold the
Securities for an indefinite period of time and to suffer a
complete loss of the Holder’s investment.
(iv) Further
Limitations on Disposition. Without in any way limiting the
representations set forth above, the Holder further agrees not to
make any disposition of all or any portion of the Securities unless
and until:
(1) There
is then in effect a registration statement under the Act covering
such proposed disposition and such disposition is made in
accordance with such registration statement; or
(2) The
Holder shall have notified the Company of the proposed disposition
and furnished the Company with a detailed statement of the
circumstances surrounding the proposed disposition, and if
reasonably requested by the Company, the Holder shall have
furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require
registration under the Act or any applicable state securities laws;
provided that no such opinion shall be required for dispositions in
compliance with Rule 144 under the Act, except in unusual
circumstances.
(3) Notwithstanding
the provisions of paragraphs (1) and (2) above, no such
registration statement or opinion of counsel shall be necessary for
a transfer by the Holder to a partner (or retired partner) or
member (or retired member) of the Holder in accordance with
partnership or limited liability company interests, or transfers by
gift, will or intestate succession to any spouse or lineal
descendants or ancestors, if all transferees agree in writing to be
subject to the terms hereof to the same extent as if they were the
Holders hereunder.
(v) Accredited
Investor Status. The Holder is an “accredited
investor” as such term is defined in Rule 501 under the
Act.
(vi) No
“Bad Actor” Disqualification. The Holder
represents and warrants that neither (A) the Holder nor (B) any
entity that controls the Holder or is under the control of, or
under common control with, the Holder, is subject to any
Disqualification Event, except for Disqualification Events covered
by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and
disclosed in writing in reasonable detail to the Company. The
Holder represents that the Holder has exercised reasonable care to
determine the accuracy of the representation made by the Holder in
this paragraph, and agrees to notify the Company if the Holder
becomes aware of any fact that makes the representation given by
the Holder hereunder inaccurate.
(vii) Foreign
Investors. If the Holder is not a United States person (as
defined by Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended (the “Code”)), the
Holder hereby represents that he, she or it has satisfied itself as
to the full observance of the laws of the Holder’s
jurisdiction in connection with any invitation to subscribe for the
Securities or any use of this Note, including (A) the legal
requirements within the Holder’s jurisdiction for the
purchase of the Securities, (B) any foreign exchange restrictions
applicable to such purchase, (C) any governmental or other consents
that may need to be obtained, and (D) the income tax and other tax
consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of the Securities. The
Holder’s subscription, payment for and continued beneficial
ownership of the Securities will not violate any applicable
securities or other laws of the Holder’s
jurisdiction.
(viii) Forward-Looking
Statements. With respect to any forecasts, projections of
results and other forward-looking statements and information
provided to the Holder, the Holder
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acknowledges that
such statements were prepared based upon assumptions deemed
reasonable by the Company at the time of preparation. There is no
assurance that such statements will prove accurate, and the Company
has no obligation to update such statements.
4.
EVENTS
OF DEFAULT.
(a) If
there shall be any Event of Default (as defined below) hereunder,
at the option and upon the declaration of the Holder and upon
written notice to the Company (which election and notice shall not
be required in the case of an Event of Default under subsection
(ii) or (iii) below), this Note shall accelerate and all principal
and unpaid accrued interest shall become due and payable. The
occurrence of any one or more of the following shall constitute an
“Event of
Default”:
(i) The
Company fails to pay timely any of the principal amount due under
this Note on the date the same becomes due and payable or any
unpaid accrued interest or other amounts due under this Note on the
date the same becomes due and payable;
(ii) The
Company files any petition or action for relief under any
bankruptcy, reorganization, insolvency or moratorium law or any
other law for the relief of, or relating to, debtors, now or
hereafter in effect, or makes any assignment for the benefit of
creditors or takes any corporate action in furtherance of any of
the foregoing; or
(iii) An
involuntary petition is filed against the Company (unless such
petition is dismissed or discharged within 60 days under any
bankruptcy statute, now or hereafter in effect, or a custodian,
receiver, trustee or assignee for the benefit of creditors (or
other similar official) is appointed to take possession, custody or
control of any property of the Company).
(b) In
the event of any Event of Default hereunder, the Company shall pay
all reasonable attorneys’ fees and court costs incurred by
the Holder in enforcing and collecting this Note.
(c) Upon
the occurrence and during the continuance of an Event of Default
(as defined in Subsections 5a-i to 5a-iii above), this Note shall
bear interest at a default rate of 1% (One Percent) per
annum.
5.
MISCELLANEOUS
PROVISIONS.
(a) Waivers.
The Company hereby waives demand, notice, presentment, protest and
notice of dishonor.
(b) Further
Assurances. The Holder agrees and covenants that at any time
and from time to time the Holder will promptly execute and deliver
to the Company such further instruments and documents and take such
further action as the Company may reasonably require in order to
carry out the full intent and purpose of this Note and to comply
with state or federal securities laws or other regulatory
approvals.
(c) Transfers
of Notes. This Note may be transferred only upon its
surrender to the Company for registration of transfer, duly
endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Company. Thereupon, this Note
shall be reissued to, and registered in the name of, the
transferee, or a new Note for like principal amount and interest
shall be issued to, and registered in the name of, the transferee.
Principal shall be paid solely to the registered holder of this
Note. Such payment shall constitute full discharge of the
Company’s obligation to pay such Principal.
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(d) Market
Standoff. To the extent requested by the Company or an
underwriter of securities of the Company, each Holder and any
permitted transferee thereof shall not, without the prior written
consent of the managing underwriters in the IPO (as hereafter
defined), offer, sell, make any short sale of, grant or sell any
option for the purchase of, lend, pledge, otherwise transfer or
dispose of (directly or indirectly), enter into any swap or other
arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership (whether any such
transaction is described above or is to be settled by delivery of
Securities or other securities, in cash, or otherwise), any
Securities or other shares of stock of the Company then owned by
such Holder or any transferee thereof, or enter into an agreement
to do any of the foregoing, for up to 180 days following the
effective date of the registration statement of the initial public
offering of the Company (the “IPO”) filed
under the Securities Act. For purposes of this paragraph,
“Company”
includes any wholly owned subsidiary of the Company into which the
Company merges or consolidates. The Company may place restrictive
legends on the certificates representing the shares subject to this
paragraph and may impose stop transfer instructions with respect to
the Securities and such other shares of stock of each Holder and
any transferee thereof (and the shares or securities of every other
person subject to the foregoing restriction) until the end of such
period. Each Holder and any transferee thereof shall enter into any
agreement reasonably required by the underwriters to the IPO to
implement the foregoing within any reasonable timeframe so
requested. The underwriters for any IPO are intended third party
beneficiaries of this paragraph and shall have the right, power and
authority to enforce the provisions of this paragraph as though
they were parties hereto.
(e) Amendment
and Waiver. Any term of this Note may be amended or waived
with the written consent of the Company and the Holder. Upon the
effectuation of such waiver or amendment with the consent of the
Holder in conformance with this paragraph, such amendment or waiver
shall be effective as to, and binding against the holders of, all
of the Notes, and the Company shall promptly give written notice
thereof to the Holder if the Holder has not previously consented to
such amendment or waiver in writing; provided that the failure to
give such notice shall not affect the validity of such amendment or
waiver.
(f) Governing
Law. This Note shall be governed by and construed under the
laws of the State of Delaware, as applied to agreements among
Delaware residents, made and to be performed entirely within the
State of Delaware, without giving effect to conflicts of laws
principles.
(g) Binding
Agreement. The terms and conditions of this Note shall inure
to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Note, expressed or implied,
is intended to confer upon any third party any rights, remedies,
obligations or liabilities under or by reason of this Note, except
as expressly provided in this Note.
(h) Counterparts;
Xxxxxx of Delivery. This Note may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail
(including pdf or any electronic signature complying with the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act or
other applicable law) or other transmission method and any
counterpart so delivered shall be deemed to have been duly and
validly delivered and be valid and effective for all
purposes.
(i) Titles
and Subtitles. The titles and subtitles used in this Note
are used for convenience only and are not to be considered in
construing or interpreting this Note.
(j) Notices.
All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to
the party to be notified, (ii) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, (iii) five days
after having been sent by registered or certified mail, return
receipt
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requested, postage
prepaid, or (iv) one day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written
verification of receipt. All communications to a party shall be
sent to the party’s address set forth on the signature page
hereto or at such other address(es) as such party may designate by
10 days’ advance written notice to the other party hereto. A
copy of any notice to the Company shall be sent to Xxxxxx LLP, 000
Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000-5800, Attn:
Xxxxxx X. Xxxxx, e-mail: xxxxxx@xxxxxx.xxx.
(k) Expenses.
The Company and the Holder shall each bear its respective expenses
and legal fees incurred with respect to the negotiation, execution
and delivery of this Note and the transactions contemplated
herein.
(l) Waiver
of Conflicts. Each party to this Note acknowledges that
Xxxxxx LLP (“Cooley”),
outside general counsel to the Company, has in the past performed
and is or may now or in the future represent the Holder or the
Holder’s affiliates in matters unrelated to the transactions
contemplated by this Note (the “Note
Financing”), including representation of the Holder or
the Holder’s affiliates in matters of a similar nature to the
Note Financing. The applicable rules of professional conduct
require that Cooley inform the parties hereunder of this
representation and obtain their consent. Cooley has served as
outside general counsel to the Company and has negotiated the terms
of the Note Financing solely on behalf of the Company. The Company
and the Holder hereby (i) acknowledge that they have had an
opportunity to ask for and have obtained information relevant to
such representation, including disclosure of the reasonably
foreseeable adverse consequences of such representation; (ii)
acknowledge that with respect to the Note Financing, Cooley has
represented solely the Company, and not any Holder or any
stockholder, Board member or employee of the Company or director,
stockholder or employee of the Holder; and
(iii)
gives the
Holder’s informed consent to Xxxxxx’x representation of
the Company in the Note Financing.
(m) Delays
or Omissions. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to the Holder, upon
any breach or default of the Company under this Note shall impair
any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach or default, or any acquiescence therein,
or in any similar breach or default thereafter occurring; nor shall
any waiver of any single breach or default be deemed a waiver of
any other breach or default theretofore or thereafter occurring. It
is further agreed that any waiver, permit, consent or approval of
any kind or character by the Holder of any breach or default under
this Note, or any waiver by the Holder of any provisions or
conditions of this Note, must be in writing and shall be effective
only to the extent specifically set forth in writing and that all
remedies, either under this Note, or by law or otherwise afforded
to the Holder, shall be cumulative and not alternative. This Note
shall be void and of no force or effect in the event that the
Holder fails to remit the full principal amount to the Company
within five (5) calendar days of the date of this
Note.
(n) Entire
Agreement. This Note constitutes the full and entire
understanding and agreement between the parties with regard to the
subjects hereof, and no party shall be liable or bound to any other
party in any manner by any representations, warranties, covenants
and agreements except as specifically set forth
herein.
(o) Exculpation
among Holders. The Holder acknowledges that the Holder is
not relying on any person, firm or corporation, other than the
Company and its officers and Board members, in making its
investment or decision to invest in the Company.
(p) Broker’s
Fees. Each party hereto represents and warrants that no
agent, broker, investment banker, person or firm acting on behalf
of or under the authority of such party hereto is or will be
entitled to any broker’s or finder’s fee or any other
commission directly or indirectly in connection with the
transactions contemplated herein. Each party hereto further agrees
to indemnify each other party for
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any
claims, losses or expenses incurred by such other party as a result
of the representation in this subsection being untrue.
(q) California
Corporate Securities Law. THE SALE OF THE SECURITIES WHICH
ARE THE SUBJECT OF THIS NOTE HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE
ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART
OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE
ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR
TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF
ALL PARTIES TO THIS NOTE ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH
QUALIFICATION BEING AVAILABLE.
[Signature pages follow]
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The
parties have executed this PROMISSORY NOTE as of the date
first noted above.
COMPANY:
AUTOLOTTO, INC.
By: /s/ Xxxxxxx
Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:President
E-mail:
xxxx@xxxxxxx.xxx
Address:
0000X Xxxxxxx
Xxxxxxx Xxxx #0000
San
Francisco, CA 94131
COMPANY:
AUTOLOTTO, INC.
By: /s/ Xxxxxxxx
XxXxxxxx
Name:
Xxxxxxxx X.
XxXxxxxx Title:Chief Executive Officer
E-mail:
xxxx@xxxxxxx.xxx
Address:
0000X Xxxxxxx
Xxxxxxx Xxxx #0000
San
Francisco, CA 94131
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SIGNATURE
PAGE TO AUTOLOTTO, INC. PROMISSORY NOTE
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The
parties have executed this PROMISSORY NOTE as of the date
first noted above.
HOLDER
(if an entity):
Name of Holder:
Blockchain Industries,
Inc.
By: /s/ Xxxxxxx
Xxxxxxxx
Name: Xxxxxxx
Xxxxxxxx
Title:Chairman/CEO
E-mail:
xxxxxxx@xxxxxxxxxxxxx.xxx
Address:
HOLDER
(if an individual):
Name of Holder:
Signature:
E-mail:
Address:
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SIGNATURE
PAGE TO AUTOLOTTO, INC. PROMISSORY NOTE
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